UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 14, 2011

Xplore Technologies Corp.

(Exact name of registrant as specified in its charter)

14000 Summit Drive, Suite 900

Austin, Texas  78728

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(512) 336-7797

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1— Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Effective October 14, 2011, the Company entered into an Amendment No. 2 to the Registration Rights Agreement (the “Registration Rights Amendment Agreement”) with the holders of a majority of the outstanding shares of the Company’s Series D Participating Convertible Preferred Stock, par value $0.001 (the “Series D Preferred Stock”), which amended a previously executed Registration Rights Agreement, dated December 16, 2010, as amended (the “Registration Rights Agreement”), by and among the Company and recipients of the Series D Preferred Stock.  Pursuant to the Registration Rights Agreement, the Company is obligated to file a registration statement on the appropriate form with the Securities and Exchange Commission following written notice from holders of at least 20% of the outstanding shares of Series D Preferred Stock, registering the resale of the shares of the Company’s common stock, $0.001 par value (“Common Stock”) issuable upon conversion of the Series D Preferred, provided that the aggregate offering price of the shares of Common Stock to be registered pursuant to the demand equals at least $2,000,000.  The Company is obligated to use its reasonable commercial efforts to cause the registration statement to be declared effective and will bear all expenses incurred in preparation and filing of the registration statement.  The holders of Series D Preferred Stock will have up to three demand registrations on Form S-1 or any successor thereof and up to four demand registrations on Form S-3 or any successor thereof.  In addition, the recipients of the Series D Preferred Stock have “piggy-back” registration rights, pursuant to which they may include registrable securities held by them in any of the Company’s subsequent registration of securities, subject to certain conditions.  The Registration Rights Amendment Agreement allows the purchasers of shares of Series D Preferred Stock in the private placement described below to (i) become parties to the Registration Rights Agreement and (ii) be granted the registration rights set forth in the Registration Rights Agreement with respect to the shares of Common Stock issuable upon conversion of the Series D Preferred Stock, pursuant to a joinder agreement by and among the Company and the purchasers of the shares of Series D Preferred Stock.

The above description of the Registration Rights Amendment Agreement is qualified in its entirety by reference to the terms of the Registration Rights Amendment Agreement attached hereto as Exhibit 10.1.

Section 3— Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

On October 14, 2011, the Company completed a private placement of 2,320,000 shares of Series D Preferred Stock.  The Series D Preferred Stock issued in the private placement is convertible into shares of Common Stock at an initial conversion price of $0.04 per share.  The Series D Preferred Stock ranks senior to all outstanding shares of the Company’s capital stock in terms of dividends, liquidation preferences and other special rights.  The Company received $2,320,000 in gross proceeds for the Series D Preferred Stock.

The Series D Preferred Stock, and the shares of Common Stock issuable upon conversion of the Series D Preferred Stock, were offered and sold to 40 investors, including Philip S. Sassower, the Company’s Chairman of the Board and Chief Executive Officer, and Andax LLC, an entity affiliated with Andrea Goren, a director of the Company.  The Company reasonably believes all such investors are “accredited investors,” as such term is defined in Rule 501 under the Securities Act.  The offers and sales were made without registration under the Securities Act, or the securities laws of certain states, in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D under the Securities Act and in reliance on similar exemptions under applicable state laws.  No general solicitation or general advertising was used in connection with the offering of the Series D Preferred Stock.  The Company disclosed to the investors that the Series D Preferred Stock and the underlying Common Stock could not be sold unless they are registered under the Securities Act or unless an exemption from registration is available, and the certificates representing the Series D Preferred Stock included, and the certificates representing the Common Stock to be issued upon conversion of the Series D Preferred Stock will include, a legend to that effect.

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In connection with the private placement of the Series D Preferred Stock, the Company paid SG Phoenix LLC an administrative fee of $100,000 in cash and a warrant to purchase 2,500,000 shares of Common Stock at an initial exercise price of $0.04 per share (the “SG Phoenix Warrant”).  The SG Phoenix Warrant is substantially similar to the warrants issued with the private placement of 1,000,000 shares of the Series D Preferred Stock on February 23, 2011 (the “Series D Warrants”), except that the SG Phoenix Warrant expires on October 13, 2014, rather than December 15, 2013.  SG Phoenix LLC is an entity controlled by Mr. Sassower and Mr. Goren.  The offer and issuance of the SG Phoenix Warrant was made without registration under the Securities Act, or the securities laws of certain states, in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D under the Securities Act and in reliance on similar exemptions under applicable state laws.  No general solicitation or general advertising was used in connection with the offering of the SG Phoenix Warrant.  The Company disclosed to SG Phoenix LLC that the SG Phoenix Warrant and the underlying Common Stock could not be sold unless they are registered under the Securities Act or unless an exemption from registration is available, and the SG Phoenix Warrant included, and the certificates representing the Common Stock to be issued upon exercise of the SG Phoenix Warrant will include, a legend to that effect.

The private placement was approved by a Special Committee of the Company’s Board of Directors and the entire Board of Directors.

The above description of the SG Phoenix Warrant is qualified in its entirety by reference to the terms of the Series D Warrants attached to the Company’s Current Report on Form 8-K dated February 23, 2011 as Exhibit 10.3.

Section 7— Regulation FD

Item 7.01 Regulation FD Disclosure

On October 17, 2011, the Company issued a press release announcing the Company’s closing of the private placement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.  In accordance with General Instruction B.2 of Form 8-K, Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)                                 Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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